Inspur Digital Enterprise Technology Limited — Proxy Solicitation & Information Statement 2010

Jun 18, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferre d all your shares in Inspur International Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

CONTINUING CONNECTED TRANSACTIONS — REVISED CAPS OF SUPPLY TRANSACTIONS AND ADOPTION OF CHINESE COMPANY NAME

Independent financial adviser to the independent board committee and the independent shareholders of the Company

First Shanghai Capital Limited

The notice convening an extraordinary general meeting (“ EGM ”) of Inspur International Limited (the “ Company ”) to be held at Flats B & C, 30/F, Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong at 10:00 a.m. on Wednesday, 14 July 2010 is set out on pages 23 to 24 of this circular.

A form of proxy for the EGM is enclosed with this circular. Whether you are able to attend or not, please complete and return the enclosed form of proxy to the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. The completion and delivery of a form of proxy will not preclude you from attending and voting at the EGM or adjournment thereof in person.

Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk. Shareholders of the Company are advised to read the notice and complete and return the form of proxy for use at the EGM in accordance with the instructions printed thereon.

* For identification purpose only

21 June 2010

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Background of the Supply Transactions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Discontinuing the Business of Sale of IT Hardware to Venezuela Market . . . . . . . . . . . .		4
Supplemental Agreement . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Revised Caps of Supply Transactions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reasons for and Benefits of the Revised Caps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
Non-Competition from IPG . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Implication under the Listing Rules . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Adoption of Chinese Company Name .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
EGM . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendations . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Additional Information . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		10
Letter from First Shanghai . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix — General Information . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Notice of Extraordinary General Meeting	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

— i —

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “associate(s)” has the meaning ascribed to it under the Listing Rules

• “Board” the board of Directors

• “Chinese Name Adoption” the proposed adoption of “浪潮國際有限公司” as the registered Chinese name of the Company

• “Company”

• Inspur International Limited, an exempted company incorporated in the Cayman Islands with limited liability, the ordinary shares of which are listed on the main board of the Stock Exchange

• “connected person(s)” has the meaning ascribed to it under the Listing Rules

• “Director(s)” the director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened and held for the approving, amongst other things, the Supplemental Agreement, the Revised Caps of the Supply Transactions and transactions contemplated thereunder and the Chinese Name Adoption

• “First Shanghai” First Shanghai Capital Limited, a licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders on the fairness and reasonableness of the Supplemental Agreement and the Revised Caps and the transactions contemplated thereunder

• “Framework Agreement”

• the agreement dated 12 January 2009 between the Company and the IPG in relation to five categories of continuing connected transactions (including without limitation the Supply Transactions)

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Board Committee”

• an independent board committee, comprising Mr. Meng Xiang Xu, Mr. Liu Ping Yuan and Mr. Wong Lit Chor, Alexis all being the independent non-executive Directors, to advise the Independent shareholders as to the fairness and reasonableness of the Supplemental Agreement and the Revised Caps

• “Independent Shareholders”

Shareholders other than IPG and its associates

— 1 —

DEFINITIONS

“Inspur Group”	IPG and its subsidiaries
“IPG”	Inspur Group Limited* (浪潮集團有限公司), which is a
	company incorporated in the PRC and through its wholly
	owned subsidiary, Inspur Electronics (HK) Limited, being the
	controlling shareholder of the Company, interested in
	approximately 35.92% of the existing issued ordinary share
	capital of the Company
“Latest Practicable Date”	18 June 2010, being the latest practicable date prior to
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China
“Preferred Shares”	237,978,957 series A senior redeemable convertible voting
	preferred shares of HK$0.01 each in the share capital of the
	Company attached with rights of conversion to 1,175,097,193
	Shares
“Revised Caps”	the revised annual caps of the Supply Transactions entered
	into or to be entered into by the relevant parties for the two
	financial years ending 31 December 2011
“SFO”	Securities and Futures Ordinance (chapter 571 of the laws of
	Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.002 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s) and the Preferred Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supplemental Agreement”	the conditional supplemental agreement to the Framework
	Agreement dated 7 June 2010 between IPG and the Company
	in relation to revision of the annual cap amounts of the Supply
	Transactions for the two years ending 31 December 2011
“Supply Transactions”	transactions in relation to supply and provision of products
	and services by the Group to the Inspur Group under the
	Framework Agreement (as supplemented by the Supplemental
	Agreement)
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent

• The English translation of Chinese names or words in this circular is included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.

— 2 —

LETTER FROM THE BOARD

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

Executive Directors: Mr. Sun Pishu (Chairman) Mr. Wang Xingshan Mr. Chen Dongfeng Mr. Dong Hailong

Registered Office:

Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors:

Mr. Meng Xiang Xu Mr. Liu Ping Yuan Mr. Wong Lit Chor, Alexis

Head office and principal place of business in Hong Kong: Flats B & C, 30/F., Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong 21 June 2010

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS — REVISED CAPS OF SUPPLY TRANSACTIONS, AND ADOPTION OF CHINESE COMPANY NAME

INTRODUCTION

On 7 June 2010, the Company announced that on 7 June 2010, it has entered into the Supplemental Agreement with IPG in relation to the Revised Caps for the two financial years ending 31 December 2011 which is subject to the approval of the Independent Shareholders at the EGM. The Board also takes this opportunity to propose to the Shareholders at the EGM to adopt “浪潮國際有限公司” as the registered Chinese name of the Company.

The purpose of this circular is to provide you with further information relating to: (i) the Supplemental Agreement; (ii) the Revised Caps; (iii) the recommendation from the Independent Board Committee; (iv) the letter from First Shanghai to the Independent Board Committee and the Independent Shareholders; (v) adoption of the registered Chinese Company name; and (vi) the notice convening the EGM.

— 3 —

LETTER FROM THE BOARD

BACKGROUND OF THE SUPPLY TRANSACTIONS

Reference is made to the Company’s announcement dated 12 January 2009 and the Company’s circular dated 27 February 2009 in relation to the renewal and integration of continuing connected transactions between the Group and the Inspur Group. On 16 March 2009, the Company has obtained the approval of the independent shareholders of the Company for five categories of continuing connected transactions (including the Supply Transactions) between the Group and the Inspur Group under the Framework Agreement and the related annual caps for the three financial years ending 31 December 2011. Under the Supply Transactions, the Group supplies, among others, IT hardware products (including desktop personal computers and notebook personal computers) to Inspur Group for market in Venezuela.

DISCONTINUING THE BUSINESS OF SALE OF IT HARDWARE TO VENEZUELA MARKET

In the year of 2009, the Group turnover of the sale of IT hardware products to South American market amounted to about HK$145 million (2008: HK$171 million, about 15% year-to-year drop) representing about 6.76% of the total turnover of the Group in 2009 and the corresponding segment profit amounted to about HK$11.5 million, representing about 4% of the net profits of the Group in 2009. After reviewing of the business operations and financial positions of the business of sale of IT products to market in Venezuela, the Board has resolved that the Group would discontinue the business of sale of IT hardware products to Venezuela market in the coming few months in view of the low profit margin, long operating cycle, high after-sales expenditure, further resources required for development of the business on long run basis and inconsistency with the Group’s core business as integrated IT services provider. The Group plans to use its best endeavours to fulfil all the outstanding sales orders and commitments with Inspur Group in relation to the Venezuela market and to sell all the existing inventory for this market in the near future. The related outstanding amounts of the business relating to Venezuela market will be settled before the end of this year. Accordingly, there will be a surge in the amounts of the Supply Transactions in the year ending 31 December 2010 and a decrease in amounts of the Supply Transactions in the year ending 31 December 2011. Given that the existing annual cap of the Supply Transactions in 2010 of HK$460 million being insufficient for the expected transaction volume, the Company will seek Independent Shareholders’ approval for the Revised Caps in respect of the Supply Transactions for the two years ending 31 December 2011.

SUPPLEMENTAL AGREEMENT

On 7 June 2010, the Company and IPG entered into the Supplemental Agreement pursuant to which the annual caps in respect of the Supply Transactions for the years ending 31 December 2010 and 31 December 20011 will be changed to HK$730,000,000 and HK$331,000,000 respectively. Other than the said revision in the annual caps, the other terms of the Framework Agreement remain in force and unchanged. The Supplemental Agreement is conditional upon the approval of the Independent Shareholders on the Supplemental Agreement and the transactions contemplated thereunder.

— 4 —

LETTER FROM THE BOARD

REVISED CAPS OF SUPPLY TRANSACTIONS

		Year
	Year ended	ending ended	Year ending
	31 December	31 December	31 December
	2009	2010	2011
	(HK$’000)	(HK$’000)	(HK$’000)
Original Annual Caps	400,000	460,000	530,000
Historical /Recent Transacted Amount	393,259	420,314	—
	(note 1)	(note 2)
		730,000	331,000
Proposed Revised Annual Caps		(note 3)	(note 3)

Notes:

• (1) The historical transacted amount was audited figures for the year ended 31 December 2009.

• (2) The recent transacted amount for 2010 was unaudited figures for the five months ended 31 May 2010.

• (3) The Revised Caps of the Supply Transactions for the years ending 31 December 2010 and 31 December 2011 are proposed to be HK$730,000,000 and HK$331,000,000 respectively of which the calculation is based on the assumption that the estimated maximum amounts of sale of IT products to Venezuela market are: (i) 2010: HK$440,000,000; and (ii) 2011: nil.

The factors which have been taken into account by the Company for determination of above the proposed annual caps: (a) original annual caps; (b) recent historical transacted amounts; (c) sale orders which have been fulfilled and sale orders on hand; and (d) expected change in sale orders to be received due to the discontinuance of the business relating to Venezuela market.

REASONS FOR AND BENEFITS OF THE REVISED CAPS

The Group is an integrated IT service provider with services covering ERP, taxation, telecommunication, finance, e-government, software outsourcing sectors. By entering into the Supplemental Agreement, the Group can fulfil the expected increase in the sale volume in the Venezuela market in 2010 due to the Board’s decision on the Group’s discontinuance of the business in the above market.

The Directors consider that the Supplemental Agreement is entered into in the usual and ordinary course of business of the Group and on normal commercial terms and the terms of the Supplemental Agreement together with the Revised Caps of the Supply Transactions are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

— 5 —

LETTER FROM THE BOARD

NON-COMPETITION FROM IPG

In order to clearly delineate the business of Inspur Group and the Group, it was agreed between the Inspur Group and the Group that the trading of computers to market outside the PRC will be conducted by the Group (the “Overseas Computers Trading Business) and the Inspur Group will not sell computers in the market outside the PRC. The export and distribution of computers to the Venezuela market is an exception to the above delineation of geographical market and such arrangement was determined at the level of cooperation between the PRC and Venezuela governments. On 8 April 2004, IPG has entered into a deed of non-competition of undertaking (which was later supplemented by the supplemental deed entered into on 20 August 2008) which provided that IPG will not and IPG will procure none of its subsidiaries and any of its associates (other than the Group) be interested in any company or engaged or otherwise be involved in any business which is being carried on or will be carried on by any member of the Group: (i) relating to distribution, reselling and sourcing of computer components; (ii) Overseas Computers Trading (save for the export and distribution of computers to the Venezuela market), computer components, computer products; and (iii) the software related business of the Group (collectively, “Restricted Business”), in Hong Kong, Taiwan and the PRC or any other regions where the Group is engaged in and undertakes the Restricted Business. After the Group discontinues the business of sale of IT hardware products to Venezuela market, Inspur Group will source and purchase the computers from other suppliers for Venezuela Market to continue its fulfillment of its contractual commitment. In addition, the Group’s discontinuance of the business of sale of IT hardware products to Venezuela market does not affect the existing non-competition undertaking made by IPG.

IMPLICATION UNDER THE LISTING RULES

IPG is a company established in the PRC and through its wholly owned subsidiary, Inspur Electronics (HK) Limited, being the controlling shareholder of the Company, is interested in approximately 35.92% of the issued ordinary share capital of the Company. Under the Listing Rules, IPG is a connected person of the Company and the transactions contemplated under the Supplemental Agreement constitute continuing connected transactions of the Company. IPG’s principal activity is investment holding. As the aggregate of the Revised Caps of the Supply Transactions under the Supplemental Agreement are expected to exceed the thresholds set out in Rule 14A.34 of the Listing Rules, the Supply Transactions with the Revised Caps will be subject to the reporting, announcement and Independent Shareholders’ approval requirements pursuant to Rules 14A.35 of the Listing Rules.

Mr. Sun Pishu and Mr. Wang Xingshan, both executive Directors of the Company, abstained from the voting in respect of the resolution approving, inter alia, the Supplemental Agreement passed in the meeting of the Board held on 3 June 2010, as they are directors of certain members of the Inspur Group.

The Company will seek the approval by the Independent Shareholders by way of a poll in the EGM of the Supplemental Agreement and the proposed Revised Caps. IPG, its ultimate beneficial owners and their respective associates will abstain from voting in the EGM to be convened for the approval of the above continuing connected transactions.

— 6 —

LETTER FROM THE BOARD

Independent Board Committee comprising the independent non-executive Directors has been formed to advise the Independent Shareholders on the terms of the Supplemental Agreement (including the Revised Caps) and First Shanghai has been appointed as an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Supplemental Agreement and the proposed Revised Caps.

ADOPTION OF CHINESE COMPANY NAME

The Board proposes to adopt “浪潮國際有限公司” as the registered Chinese name of the Company.

A special resolution will therefore be proposed at the EGM that subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the name of the Company be changed (i) from “Inspur International Limited” to “Inspur International Ltd.” and subsequently from (ii) “Inspur International Ltd.” to “Inspur International Limited 浪潮國際有限公司” in order to effectuate the Chinese Name Adoption and that the Directors be and are hereby authorized to take such action and execute such documents as they consider necessary and expedient to effect and implement the Chinese Name Adoption.

The proposed Chinese Name Adoption will not affect any of the rights of the existing Shareholders. All existing share certificates in issue bearing the present English name of the Company will continue to be evidence of title to the Shares and Preferred Shares and will remain valid for trading (applicable to Shares only), settlement (applicable to Shares only) and registration purposes.

Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificate under both the English name and the new Chinese name. Should the Chinese Name Adoption become effective, all new share certificates will be issued in both English and Chinese names of the Company thereafter.

The Chinese Name Adoption shall take effect from the date on which the new name “Inspur International Limited 浪潮國際有限公司” is entered on the register of companies maintained by the Registrar of Companies in the Cayman Islands.

EGM

Set out on pages 23 to 24 of this circular is a notice convening the EGM which will be held at Flats B & C, 30/F, Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong at 10:00 a.m. on Wednesday, 14 July 2010 at which resolutions will be proposed to approve: (i) the Supplemental Agreement and the proposed Revised Caps; and (ii) Chinese Name Adoption.

The Supplemental Agreement is subject to, among other things, the approval by the Independent Shareholders at the EGM to be taken by way of a poll. IPG (including its ultimate beneficial owners and their respective associates) shall abstain from voting for the relevant resolution at the EGM due to their interest in the concerned transactions. Other than the above, no other Shareholders have material interest in the above transactions and will abstain from voting at the EGM. As at the Latest Practicable Date, IPG (including its ultimate beneficial owners and their respective associates)

— 7 —

LETTER FROM THE BOARD

controls or is entitled to control over the entire voting right in respect of their Shares. Therefore, a total of 1,354,390,000 Shares (representing approximately 35.92% of the issued ordinary share capital of the Company and approximately 27.39% of the total voting rights of the holders of the Shares and Preferred Shares) shall abstain from voting in respect of the resolution approving the Supplemental Agreement and the proposed Revised Caps at the EGM. There is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon Inspur Group (including its ultimate beneficial owners and their respective associates); and (ii) no obligation or entitlement of Inspur Group (including its ultimate beneficial owners and their respective associates) as at the Latest Practicable Date, whereby it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of its Shares to a third party, either generally or on a case-by-case basis.

No Shareholder is required to abstain from voting in respect of the resolution on Chinese Name Adoption.

A form of proxy for the EGM is enclosed. Whether or not you propose to attend the EGM, you are requested to complete the form of proxy and return the same to Computershare Hong Kong Investor Services Limited, the Company’s branch share registrar in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the meeting (or any adjourned meeting). Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting (or any adjourned meeting) if you so wish.

RECOMMENDATIONS

The Independent Board Committee has been established to advise the Independent Shareholders whether the terms of the Supplemental Agreement and the proposed Revised Caps are fair and reasonable so far as the Shareholders are concerned and First Shanghai has been appointed to advise the Independent Board Committee and the Independent Shareholders in that connection.

The text of the letter from First Shanghai containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 11 to 16 of this circular and the text of the letter from the Independent Board Committee to the Independent Shareholders is set out on page 10 of this circular.

The Independent Board Committee, having taken into account the advice of First Shanghai, is of the opinion that the terms of the Supplemental Agreement and the proposed Revised Caps are fair and reasonable and are in the interest of the Company and the Shareholders as a whole and recommends the Independent Shareholders to vote in favour of the relevant resolution to be proposed at EGM.

The Board considers that (i) the entering into the Supplemental Agreement and the approval of proposed Revised Caps; and (ii) the proposed adoption of the registered Chinese Company name, are both in the interests of the Company and the Shareholders as a whole and recommends the Independent Shareholders and the Shareholders (as the case may be) to vote in favour of all the resolutions to be proposed at EGM.

— 8 —

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

By Order of the Board Inspur International Limited Sun Pishu

Chairman

— 9 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

21 June 2010

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS — REVISED CAPS OF SUPPLY TRANSACTIONS

We refer to the circular dated 21 June 2010 issued by the Company (the “Circular”), of which this letter forms part. Terms used in this letter shall bear the same meanings as given to them in the Circular unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to consider the Supplemental Agreement and the proposed Revised Caps and to advise the Independent Shareholders as to the fairness and reasonableness of the aforesaid matters, and to recommend how the Independent Shareholders should vote at the EGM. First Shanghai has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

We wish to draw your attention to the letter from the Board, as set out on pages 3 to 9 of the Circular, and the letter from First Shanghai to the Independent Board Committee and the Independent Shareholders which contains its advice to us in respect of the Supplemental Agreement and the proposed Revised Caps, as set out on pages 11 to 16 of the Circular.

Having taken into account the advice of First Shanghai, we consider that (i) the entering into of the Supplemental Agreement is in the interest of the Group and the Shareholders as a whole; and (ii) the terms of the Supplemental Agreement and the bases of the Revised Caps are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Supplemental Agreement and the proposed Revised Caps.

Yours faithfully,

the Independent Board Committee

Meng Xiang Xu Liu Ping Yuan Wong Lit Chor, Alexis Independent non-executive Independent non-executive Independent non-executive Director Director Director

* For identification purpose only

— 10 —

LETTER FROM FIRST SHANGHAI

The following is the text of a letter received from First Shanghai setting out its advice to the Independent Board Committee and the Independent Shareholders in respect of the terms of the Supplemental Agreement and the proposed Revised Caps which has been prepared for the purpose of inclusion in this circular.

FIRST SHANGHAI CAPITAL LIMITED

19th Floor, Wing On House 71 Des Voeux Road Central Hong Kong

21 June 2010

To the Independent Board Committee and Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS — REVISED CAPS OF SUPPLY TRANSACTIONS

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Supplemental Agreement and the proposed Revised Caps, details of which are set out in the circular of the Company to the Shareholders dated 21 June 2010 (the “Circular”), of which this letter forms a part. Unless the context otherwise requires, terms used in this letter shall have the same meanings as those defined in the Circular.

As at the Latest Practicable Date, IPG is interested in approximately 35.92% of the issued ordinary share capital of the Company and is the controlling shareholder of the Company. As a result, IPG is a connected person of the Company (as defined in the Listing Rules) and the transactions contemplated under the Supplemental Agreement constitute non-exempt connected transactions of the Company under the Listing Rules and are therefore subject to the approval of the Independent Shareholders by way of poll at the EGM.

The Independent Board Committee, comprising the independent non-executive Directors, namely Mr. Meng Xiang Xu, Mr. Liu Ping Yuan and Mr. Wong Lit Chor, Alexis, has been established to advise the Independent Shareholders in respect of the terms of the Supplemental Agreement (including the Revised Caps). We, First Shanghai Capital Limited, have been appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the above.

— 11 —

LETTER FROM FIRST SHANGHAI

In putting forth our opinion and recommendation, we have relied on the accuracy of the information and representations included in the Circular and provided to us by the management of the Group, and have assumed that all such information and representations made or referred to in the Circular and provided to us by the management of the Group were true at the time they were made and continued to be true up to the time of the holding of the EGM. We have also assumed that all statements of belief, opinion and intention made in the Circular were reasonably made after due enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the management of the Group and have been advised that no material facts have been withheld or omitted from the information provided and referred to in the Circular. We consider that we have reviewed sufficient information to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the management of the Group nor have we conducted any form of investigation into the business, affairs or future prospects of the Group and the Inspur Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion on the terms of the Supplemental Agreement and the proposed Revised Caps, we have taken into account the following principal factors and reasons:

1. Background to and reasons for the entering into of the Supplemental Agreement

The Group is an integrated IT service provider with services covering taxation, finance, ERP, telecommunication, e-government and software outsourcing sectors, whereas the principal activity of IPG is investment holding. It was agreed between the Group and the Inspur Group that the trading of computers to market outside the PRC will be conducted by the Group. However, the export and distribution of computers to Venezuela is an exception due to the cooperation between the PRC and Venezuela governments. Under the Supply Transactions, members of the Group will supply and provide the members of the Inspur Group with various IT products and services from time to time including without limitation: (i) IT hardware products for the purpose of overseas export to Venezuela; (ii) computer products and components where the Group acts as the sourcing agent of the Inspur Group for overseas products and components; and (iii) various IT services.

As disclosed in the annual report of the Company for the year ended 31 December 2009 (the “2009 Annual Report”), the Group’s turnover in relation to the sale of IT hardware products to the South American market (all of which were the sale of IT hardware products to Venezuela through the Inspur Group) was approximately HK$145.7 million for the year ended 31 December 2009, representing a decrease of approximately 15% compared to the same period in the previous year. After reviewing the business operations and financial positions of the business of sale of IT hardware products to the Inspur Group for export to Venezuela, the Board has resolved that the Group would discontinue such business in view of its low profit margin, long operating cycle, high after-sales expenditure, further resources required for development of the business on long run basis and

— 12 —

LETTER FROM FIRST SHANGHAI

inconsistency with the Group’s core business as integrated IT services provider. In this regard, we have reviewed the segment information contained in the 2009 Annual Report and noted that the margin of manufacturing and sales of IT products (all of which are related to the Venezuela market) is lower than that of the Group’s core software development and solution business.

As a result of the proposed discontinuance of business relating to the Venezuela market, the Group would use its best endeavours to fulfill all outstanding sales orders and commitments with the Inspur Group in relation to the Venezuela market and to sell all existing inventory for the Venezuela market by the end of 2010. Accordingly, the transaction amount in relation to the Supply Transactions is expected to surge for the year ending 31 December 2010 and decrease for the year ending 31 December 2011. Hence, the Company and IPG entered into the Supplemental Agreement on 7 June 2010 to revise the annual caps in respect of the Supply Transactions for the two years ending 31 December 2011. The management of the Group advised us that (i) all of the relevant manufacturing processes are outsourced; and (ii) a major portion of the outstanding sales orders has already been fulfilled. Accordingly, the Company should have sufficient resources to fulfill the significant amount of sales orders in relation to the Venezuela market by 2010.

Having considered (i) the core business of the Group is software development and solution, which has a margin higher than that of the business relating to Venezuela market; (ii) the performance of and resources required for the Venezuela market; (iii) the commitment of the Group to fulfill the relevant outstanding sales orders with the Inspur Group before discontinuing the business relating to the Venezuela market; and (iv) the necessary revisions to the relevant annual caps, we are of the view that the entering into of the Supplemental Agreement is in the ordinary and usual course of business of the Group and is in the interest of the Company and the Shareholders as a whole.

2. The Revised Caps

As stated in the letter from the Board, the Company has taken into account the following factors for the determination of the Revised Caps: (a) original annual caps; (b) recent historical transacted amounts; (c) sale orders which have been fulfilled and sale orders on hand; and (d) expected change in sale orders to be received due to the discontinuance of the business relating to the Venezuela market. Set out in the table below are the annual caps previously approved by the Independent Shareholders in respect of the Supply Transactions and the Revised Caps as proposed under the Supplemental Agreement:-

			Year ended	Year ending	Year ending
			31 December	31 December	31 December
			2009	2010	2011
			(HK$’000)	(HK$’000)	(HK$’000)
**Original **	**annual **	caps	400,000	460,000	530,000
**Revised **	Caps		n/a	730,000	331,000

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LETTER FROM FIRST SHANGHAI

In assessing the fairness and reasonableness of the bases of the Revised Caps, we have discussed with the management of the Group and understood that the breakdown of the historical and expected transaction amounts in respect of the Supply Transactions would be as follows:-

	Actual transaction	Expected transaction
	amounts for the year	amounts for the year
	ended 31 December	ending 31 December
	2007 2008 2009	2010 2011
	_(HK$’000) (HK$’000) (HK$’000) _	(HK$’000) (HK$’000)
Venezuela Market	252,744 171,419 145,670	440,000 0
Other Markets	199,658 195,596 247,589	290,000 331,000
Total	452,402 367,015 393,259	730,000 331,000

As mentioned in the letter from the Board and as shown in the table above, the transaction amounts in relation to the sale of IT hardware products to Venezuela through the Inspur Group under the Supply Transactions (the “Venezuela Market”) recorded deteriorating performances for the three years ended 31 December 2009, and is expected to increase from approximately HK$146 million for the year ended 31 December 2009 to approximately HK$440 million for the year ending 31 December 2010 due to the anticipated fulfillment of all outstanding sales orders and commitments with the Inspur Group by the end of 2010 in order to completely discontinue the business relating to the Venezuela Market. Accordingly, the Company does not expect to have any transaction in relation to the Venezuela Market for the year ending 31 December 2011. In relation to the above, we have reviewed (i) the sales contracts on hand regarding the Venezuela Market; and (ii) the transaction amount in respect of the Venezuela Market for the five months ended 31 May 2010, which we consider that the expected transaction amounts in relation to the Venezuela Market for the two years ending 31 December 2011 are reasonable.

We are advised that the slight decrease in the actual transaction amount with Inspur Group in respect of the supply and provision of IT products and services to markets other than Venezuela under the Supply Transactions (the “Other Markets”) from approximately HK$199.7 million for the year ended 31 December 2007 to approximately HK$195.6 million for the year ended 31 December 2008 was principally due to the discontinuation of business with one of the Group’s suppliers. The transaction amount in respect of the Other Markets then surged by approximately 27% and reached approximately HK$250 million for the year ended 31 December 2009 was principally due to the increase in demand of IT services for tax management during the year; and such transaction amount is expected to grow by approximately 15% per annum for each of the two years ending 31 December 2011, being approximately HK$290 million and HK$331 million, respectively. In relation to the above, we have reviewed (i) the annual growth of the Company’s revenue from the supply and provision of IT products and services to markets other than Venezuela from 2008 to 2009 was approximately 20%; and (ii) an industry report prepared by an independent consulting company which we noted the growth of the IT services sector in the PRC was anticipated to achieve a compound annual growth rate of approximately 15% from 2008 to 2012. Accordingly, we are of the view that the expected transaction amounts in respect of the Other Markets for the two years ending 31 December 2011 are reasonable.

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LETTER FROM FIRST SHANGHAI

Having considered the above, we are of the view that the bases of the Revised Caps are fair and reasonable so far as the Independent Shareholders are concerned.

3. Measures to ensure compliance with the Listing Rules

In compliance with the annual review requirements under Chapter 14A of the Listing Rules, the Company will comply with the following during the term of the Supplemental Agreement:

• (i) each year the independent non-executive Directors must review the Supply Transactions and confirm in the Company’s annual report and accounts that the Supply Transactions have been entered into (a) in the ordinary and usual course of business of the Company; (b) either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether they are on normal commercial terms, on terms no less favourable to the Group than terms available to or from (as appropriate) independent third parties; and (c) in accordance with the Supplemental Agreement governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole;

• (ii) each year the auditors of the Company must provide a letter to the Board (with a copy provided to the Stock Exchange at least 10 business days prior to the bulk printing of the annual report of the Company) confirming that the Supply Transactions (a) have received the approval of the Board; (b) are in accordance with the pricing policies of the Company if the Supply Transactions involve provision of goods or services by the Company; (c) have been entered into in accordance with the Supplemental Agreement; and (d) have not exceeded the Revised Caps;

• (iii) the Company shall allow, and shall procure that Inspur Group will provide the auditors of the Company with sufficient access to the relevant records of the Supply Transactions for the purpose of reporting on the Supply Transactions. The Board must state in the annual report whether its auditors have confirmed the matters stated in paragraph (ii) above; and

• (iv) the Company shall promptly notify the Stock Exchange and publish an announcement in accordance with the Listing Rules if it knows or has reason to believe that the independent non-executive Directors and/or auditors of the Company will not be able to confirm the matters set out in paragraphs (i) and/or (ii) above respectively.

In light of the conditions attached to the Supply Transactions, in particular, (i) the restriction of the value of the Supply Transactions by way of the Revised Caps; and (ii) the ongoing review by the independent non-executive Directors and auditors of the Company on the terms of the Supply Transactions and the Revised Caps not being exceeded, we are of the view that appropriate measures will be in place to govern the conduct of the Supply Transactions and safeguard the interests of the Independent Shareholders.

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LETTER FROM FIRST SHANGHAI

RECOMMENDATION

Having taking into account the above principal factors, we consider that the entering into of the Supplemental Agreement is in the interest of the Group and the Shareholders as a whole, and the terms of the Supplemental Agreement and the bases of the Revised Caps are fair and reasonable so far as the Independent Shareholders are concerned. We therefore advise the Independent Board Committee to recommend the Independent Shareholders, and we also recommend the Independent Shareholders, to vote in favour of the relevant resolution to approve the terms of the Supplemental Agreement and the Revised Caps to be proposed at the EGM.

Yours faithfully, For and on behalf of First Shanghai Capital Limited Helen Zee Fanny Lee Managing Director Deputy Managing Director

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the directors of the Company (the “Directors”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

• (a) Interests and short positions of the Directors and the chief executive of the Company in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”) contained in the Listing Rules, were as follows:

• (i) Long positions in Shares

			Number	Percentage
**Name **	of Director	Type of interests	of Shares	of interests
Dong	Hailong	Beneficial owner	5,000	0.00%

• (ii) Long positions in underlying Shares of the Company

		Description	Number of
		of equity	underlying	Percentage
Name of Director	Type of interests	derivatives	Shares	of interests
		(Note 1)
Sun Pishu	Beneficial owner	share option	20,000,000	0.53%

Note 1: The share options were granted under the pre-IPO share option scheme adopted by the Company on 8 April 2004 at a subscription price of HK$0.0648 per Share. Up to the Latest Practicable Date, none of the above share options had been exercised.

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APPENDIX

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and the chief executive of the Company had or was deemed to have any interests or short positions in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code.

• (b) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO and substantial Shareholders

So far as is known to the Directors and the chief executive, as at the Latest Practicable Date, the following person (not being Director or chief executive of the Company) had, or was deemed to have, interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group:

Long positions in Shares

			Approximate
			percentage
		Number	of Company’s
Name of Shareholders	Type of interests	of Shares	issued Shares
Inspur Group Limited	Interest in a	1,354,390,000	35.92%
	controlled
	corporation (Note 1)
Inspur Electronics (HK) Limited	Beneficial owner	1,354,390,000	35.92%
Matthews International Capital	Investment manager	418,820,000	11.10%
Management, LLC
The Hamon Investment Group	Investment manager	197,680,000	5.24%
Pte Limited
The Dreyfus Corporation	Investment manager	195,405,000	5.18%
Public Mutual Berhad	Investment manager	188,685,000	5.00%

Note 1: Inspur Group Limited is taken to be interested in 1,354,390,000 Shares because it is being 100% shareholder in the issued share capital of Inspur Electronics (HK) Limited.

• Note 2 : Mr Sun Pishu, who is a director of the Company, is also a director of Inspur Group Limited and a director of Inspur Electronics (HK) Limited.

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APPENDIX

GENERAL INFORMATION

Long positions in series A senior redeemable convertible voting preferred shares of the Company

				Approximate
				percentage of
		Number of	Number of	issued
		Preferred	underlying	Perferred
Name of Shareholders	Type of interests	Shares	Shares	Shares
			(Note 1)
Microsoft Corporation	Beneficial owner	237,978,957	1,175,097,193	100%

• Note 1 : Holder of each Preferred Share shall be entitled to have five votes on a show of hands or five votes for each Preferred Share as if each Preferred Share registered in its name in the register of members of the Company had been converted into five Shares at the time of any general meeting of the Company. Microsoft Corporation has agreed that in the event that it becomes entitled to exercise or control the exercise of more than 28% of the voting rights at general meetings of the Company (other than meeting of the holder(s) of Preferred Shares), it shall not and shall procure its nominee(s) not to exercise such portion of the voting rights attaching to the Preferred Shares and/or Shares in excess of 28% of the total voting rights at any general meeting of the Company. At the Latest Practicable Date, the above 1,175,097,193 underlying Shares represented approximately 23.76% of the issued share capital of the Company as enlarged by the full exercise of the conversation rights attaching to the Preferred Shares.

Long positions in members of the Group

			Approximate
			percentage of
			shareholding
		**in **	the members
Name of shareholders	Types of Interest	Equity interest held	of the Group
Shanghai Huili Co. Ltd.#	Beneficial owner	RMB50,000 in the	10%
(上海滙力有限公司)		registered capital of
		Shanghai Guoqiang
		Genersoft Incorporation#
Webgroup Co.	Beneficial owner	US$14,504 in the registered	10.36%
		capital of Langchao Gaoyou
		(Shanghai) Services
		Incorporation#
		高優(上海)信息科技有限公司
Fang Wen Sheng	Beneficial Owner	RMB225,000 in the	37.5%
		registered capital of Jinan
		Inspur Fangzhi Information
		Technology Limited#
		(濟南浪潮方智信息技術有限公司)

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GENERAL INFORMATION

APPENDIX

Approximate percentage of shareholding in the members Name of shareholders Types of Interest Equity interest held of the Group Bao JianHua Beneficial Owner RMB90,000 in the 15% registered capital of Jinan Inspur Fangzhi Information Technology Limited[#] (濟南浪潮方智信息技術有限公司)

# English names are for identification purpose only

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person (other than the Directors and the chief executive of the Company) who had, or was deemed to have, interests or short positions in the Shares or underlying Shares (including any interests in options in respect of such capital), which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was expected, directly or indirectly, to be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

3. DIRECTORS’ OTHER INTEREST

As at the Latest Practicable Date, so far as the Directors are aware of, none of themselves or their respective associates had any interest in a business which competes or may compete with the business of the Group or any other conflicts of interest with the Group.

As at the Latest Practicable Date, none of the Directors has any interest, either direct or indirect, in any assets which have been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2009, being the date to which the latest published audited financial statements of the Company were made up.

There is no contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date in which any Director is materially interested and which is significant to the business of the Group.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Group (excluding contracts expiring or terminable by the employer within one year without payment of compensation other than statutory compensation).

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GENERAL INFORMATION

APPENDIX

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2009, being the date to which the latest audited financial statements of the Company were made up.

6. EXPERT

First Shangahi has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and/or references to its name in the form and context in which they appear.

The following is the qualification of the expert who has provided its advice, which is contained in this circular:

Name Qualification First Shanghai A licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFO

As at the Latest Practicable Date, First Shanghai was not beneficially interested in the share capital of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any Shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group nor did it have any interest, either direct or indirect, in any assets which have been, since the date to which the latest published audited financial statements of the Company were made up (i.e. 31 December 2009), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

7. MISCELLANEOUS

• (a) The registered office of the Company is at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, and the head office and principal place of business in Hong Kong of which is at Flats B & C, 30/F, Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon.

• (b) The principal share registrar and transfer office of the Company is Butterfield Fulcrum Group (Cayman) Limited at Butterfield House, 68 Fort Street, P.O. Box 705, George Town, Grand Cayman KY1-1107, Cayman Islands and the Hong Kong branch share registrar and transfer office of which is Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (c) The company secretary of the Company is Ms. Chan Wing who is an associate member of the Hong Kong Institute of Certified Public Accountants.

• (d) The English text of this circular and the accompanying form of proxy shall prevail over their respective Chinese texts in case of inconsistency.

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GENERAL INFORMATION

APPENDIX

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the Company’s principal place of business in Hong Kong from the date of this circular up to and including the date of the EGM:

• (i) Supplemental Agreement; and

• (ii) Framework Agreement;

— 22 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Inspur International Limited (the “ Company ”) will be held at 10 a.m. on Wednesday, 14 July 2010 at Flats B & C, 30/F, Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution numbered 1 as ordinary resolution and the resolution numbered 2 as special resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT :

• (a) the supplemental agreement dated 7 June 2010 (the “ Agreement ”) entered into between Inspur International Limited (the “ Company ”) and Inspur Group Limited (浪潮集團有限公 司) (“ IPG ”) as supplement to the framework agreement entered into on 12 January 2009 between the Company and IPG in relation to the continuing connected transactions between the Company and its subsidiaries of one part and IPG and its subsidiaries of another part (details of the Agreement are set out in the Company’s circular dated 21 June 2010 (the “ Circular ”), copies of the Agreement and the Circular have been tabled at the meeting and marked “A” and “B” respectively and initialled by the Chairman of EGM for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the Revised Caps in respect of the Supply Transactions (as defined and more particularly described in the Circular) be and are hereby approved and confirmed; and

• (c) the directors of the Company be and are hereby authorized to do such acts and execute such other documents as they may consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the Agreement, the Revised Caps and all transactions contemplated thereunder.”

* For identification purpose only

— 23 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

2. “ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the name of the Company be changed from (i) “Inspur International Limited” to “Inspur International Ltd.” and subsequently from (ii) “Inspur International Ltd.” to “Inspur International Limited 浪潮國際有限公司” and THAT the directors of the Company be and are hereby authorised to take such action and execute such documents as they consider necessary and expedient to effect and implement the adoption of the registered Chinese name of the Company.

By Order of the Board Inspur International Limited Sun Pishu Chairman

Hong Kong, 21 June 2010

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and Principal place of business in Hong Kong: Flats B & C, 30/F., Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong

Notes:

1. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxy (if such member is the holder of two or more Shares) to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.

3. In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

4. The voting on all the resolutions at the EGM will be conducted by way of a poll.

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